Companies Act 2014 section 11

Construction of references to directors, board of directors and interpretation of certain other plural forms

Section 11 clarifies how plural references to directors, boards of directors, members and subscribers should be read when a company has only one director, member or subscriber.

• Where a company has a sole director, any reference in the Act to "directors" or "board of directors" is to be read as referring to that single director.
• Where a company has a sole member or a single subscriber to its constitution, any reference to "members" or "subscribers" is to be read as referring to that one person.
• This interpretation rule does not override or diminish any specific provision elsewhere in the Act that deals with the meaning of "director" or "member" in a particular context.
• This section operates alongside the general rules of interpretation set out in section 18(a) of the Interpretation Act 2005, without limiting their broader application.